LLC Optionees definition

LLC Optionees means each of the Persons named on Schedule 2 attached hereto with respect to the number of shares of Common Units underlying the LLC Options set forth opposite the name of such Person under the column labeled “LLC Options” therein, as long as the LLC Option of such Person remains effective in accordance with its terms and only to the extent of the remaining number of Common Units with respect to which such Person has not then exercised its purchase right under such LLC Option.
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LLC Optionees means each of the Persons named on Schedule 2 attached hereto with respect to the number of shares of Common Units underlying the LLC Options set forth opposite the name of such Person under the column labeled “LLC Options” therein, as long as the LLC Option of such Person remains effective in accordance with its terms and only to the extent of the remaining number of Common Units with respect to which such Person has not then exercised its purchase right under such LLC Option. “LLC Options” means the Original LLC Options granted under the Original Management Equity Plan, in each case as amended in connection with the Recapitalization, and which after giving effect to the Recapitalization give each LLC Optionee the right to purchase, subject to the terms and conditions set forth therein, the number of Common Units set forth opposite such LLC Optionee’s name on Schedule 2 hereto at an exercise price of $[.] per Common Unit. For the avoidance of doubt, no additional LLC Options will be issued on and after the date of this Agreement. “Losses” means items of Company loss or deduction determined according to Section 5.01(b). “Majority Members” means the Members holding a majority of the Voting Units then outstanding; provided that, if as of any date of determination, a majority of the Voting Units are then held by the Manager or any Affiliates controlled by the Manager, then “Majority Members” shall mean the Manager together with Members (other than the Manager and its controlled Affiliates) holding a majority of the Voting Units (excluding Voting Units held by the Manager) then outstanding. “Material Subsidiary” means any direct or indirect Subsidiary of the Company that, as of any date of determination, represents more than (a) 50% of the consolidated net tangible assets of the Company or (b) 50% of the consolidated net income of the Company before interest, taxes, depreciation and amortization (calculated in a manner substantially consistent with the definition of “Consolidated Net Income” and/or “EBITDA” or similar definition(s) appearing therein in the Credit Agreements, including such additional adjustments that are permitted to be made to such measure as described in “Adjusted EBITDA” or similar definition appearing in the Credit Agreements). “Manager” has the meaning set forth in Section 6.01. “Market Price” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, ...
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Examples of LLC Optionees in a sentence

  • This Agreement shall continue notwithstanding the consummation of a Redemption or Direct Exchange and all governance or other rights set forth herein shall be exercised by the remaining Members, LLC Optionees (to the extent of such LLC Optionee’s rights to exercise LLC Options and the related Redemption Right) and the Redeeming Member (to the extent of such Redeeming Member’s remaining interest in the Company).

  • Section 3.01(a), Section 3.02, Section 3.03(a), Section 3.10, Article XI, Section 12.02 and Section 13.02 hereof shall inure to the benefit of the LLC Optionees who are intended to be third-party beneficiaries thereof and which Articles and Sections shall be enforceable by each LLC Optionee and its successors and assigns.

  • In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 778,374 Original Class B Units that were underlying option grants to the Original LLC Optionees prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of 1,264,995 Common Units.

  • In addition, Section 3.01(a), Section 3.02, Section 3.03(a), Section 3.10, Article XI, Section 12.02 and Section 13.02 may not be amended in a manner that is materially adverse to the interests of the LLC Optionees without the prior written consent of the LLC Optionees representing a majority of the aggregate number of Common Units underlying all LLC Options then outstanding.